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Bitfarms Ltd. — Governance Information 2021
Sep 21, 2021
47699_rns_2021-09-21_dd967330-b2ed-43dd-914e-dfe6cf25a890.pdf
Governance Information
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BY-LAW NO. 4
BITFARMS LTD.
(the “Corporation”)
By-Law No. 4
Forum Requirements for Complaints under the U.S. Securities Act of 1933
The purpose of this By-Law No. 4 is to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive jurisdiction of the federal district courts of the United States of America over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder (including the general anti-fraud provisions thereof and thereunder), whereas Section 22 of the Securities Act creates concurrent jurisdiction for United States federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
BE IT ENACTED as a by-law of Bitfarms Ltd. (the “ Corporation ”) as follows:
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Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended, or any of the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision.
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This by-law shall come into force when enacted by the Board in accordance with the Act.
The foregoing by-law is hereby enacted by the directors of the Corporation as evidenced by the respective signatures hereto of all of the directors of the Corporation in accordance with the provisions of section 129(1) of the Business Corporations Act (Ontario).
Enacted by the board on this 27[th] day of August, 2021.
| “Emiliano Joel Grodzki”Emiliano Joel Grodzki“Pierre Seccareccia”Pierre Seccareccia | “Brian Howlett”Brian Howlett | “Nicolas Bonta” |
|---|---|---|
| Nicolas Bonta“Andres Finkielsztain” | ||
| Andres Finkielsztain |
Confirmed by the shareholders of the Corporation on the 25[th] day of June, 2021.
“ Emiliano Joel Grodzki ” Emiliano Joel Grodzki Chief Executive Officer